EXHIBIT 10.9.13
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                            COMMERCIAL SECURITY AGREEMENT


          THIS COMMERCIAL SECURITY AGREEMENT is entered into between
          Chempower, Inc., an Ohio corporation with its principal offices
          at 807 East Turkeyfoot Lake Road, Akron, Ohio 44319 (referred to
          below as either "BORROWER" or "GRANTOR"); and First National Bank
          of Ohio, a national Banking Association with its principal
          offices at 106 S. Main Street, Akron, Ohio 44308 (referred to
          below as "LENDER").

          GRANT OF SECURITY INTEREST.  For valuable consideration, Grantor
          grants to Lender a security interest in the Collateral to secure
          the Indebtedness and agrees that Lender shall have the rights
          stated in this Agreement with respect to the Collateral, in
          addition to all other rights which Lender may have by law.

          DEFINITIONS.  The following words shall have the following
          meanings when used in this Agreement.  Terms not otherwise
          defined in this Agreement or in the Loan Agreement shall have the
          meanings attributed to such terms in the Uniform Commercial Code. 
          All references to dollar amounts shall mean amounts in lawful
          money of the United States of America.

               Agreement.  The word "AGREEMENT" means this Commercial 
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               Security Agreement, as this Commercial Security Agreement
               may be amended or modified from time to time, together with
               all exhibits and schedules attached to this Commercial
               Security Agreement from time to time.

               Borrower.  The word "BORROWER" means Chempower, Inc. and its
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               successors and assigns.

               Collateral.  The word "COLLATERAL" means the following 
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               described property of Grantor, whether now owned or
               hereafter acquired, whether now existing or hereafter
               arising, and wherever located:

               All inventory, accounts, contract rights, equipment and
          general intangibles.

               In addition, the word "Collateral" includes all the
               following, whether now owned or hereafter acquired, whether
               now existing or hereafter arising, and wherever located:

                    (a)  All attachments, accessions, accessories, tools,
                    parts, supplies, increases, and additions to and all
                    replacements of and substitutions for any property
                    described above.

                    (b)  All products and produce of any of the property
                    described in this Collateral section.

                    (c)  All accounts, contract rights, general
                    intangibles, instruments, rents, monies, payments, and
                    all other rights, arising out of a sale, lease, or
                    other disposition of any of the property described in
                    this Collateral section.

                    (d)  All proceeds (including insurance proceeds) from
                    the sale, destruction, loss, or other disposition of
                    any of the property described in this Collateral
                    section.

                    (e)  All records and data relating to any of the
                    property described in this Collateral section, whether
                    in the form of a writing, photograph, microfilm,
                    microfiche, or electronic media, together with all of
                    Grantor's right, title, and interest in and to all
                    computer software required to utilize, create,
                    maintain, and process any such records or data on
                    electronic media.

               Event of Default.  The words "EVENT OF DEFAULT" mean and 
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               include, without limitation any of the Events of Default set
               forth in the Loan Agreement or below in the section titled
               "Events of Default."

               Grantor.  The word "GRANTOR" means Chempower, Inc.
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               Guarantor.  The word "GUARANTOR" means and includes without
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               limitation each and all of the guarantors, sureties, and
               accommodation parties in connection with the Indebtedness.

               Indebtedness.  The word "INDEBTEDNESS" means the 
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               indebtedness evidenced by the Note, including all principal
               and interest, together with all other indebtedness and costs
               and expenses for which Grantor or Borrower is responsible
               under this Agreement or under any of the Related Documents.

               Loan Agreement means the Loan Agreement between Borrower and
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               Lender dated as of February 28, 1997.

               Lender.  The word "LENDER" means First National Bank of 
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               Ohio, its successors and assigns.

               Note.  The word "NOTE" as used herein shall mean the Note 
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               referred to in the Loan Agreement which is the promissory
               note of Borrower to Lender dated as of February 28, 1997 in
               the maximum principal amount of $15,700,000; together with
               all renewals of, extensions of, modifications of,
               refinancings of, consolidations of and substitutions for the
               note or credit agreement.

               Related Documents.  The words "RELATED DOCUMENTS" mean and 
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               include without limitation all promissory notes, credit
               agreements, loan agreements, environmental agreements,
               guaranties, security agreements, mortgages, deeds of trust,
               and all other instruments, agreements and documents, whether
               now or hereafter existing, executed in connection with the
               Indebtedness.

          BORROWER'S WAIVERS AND RESPONSIBILITIES.  Except as otherwise
          required under this Agreement or by applicable law, (a) Borrower
          agrees that Lender need not tell Borrower about any action or
          inaction Lender takes in connection with this Agreement; (b)
          Borrower assumes the responsibility for being and keeping
          informed about the Collateral; and (c) Borrower waives any
          defenses that may arise because of any action or inaction of
          Lender, including without limitation any failure of Lender to
          realize upon the Collateral or any delay by Lender in realizing
          upon the Collateral; and Borrower agrees to remain liable under
          the Note no matter what action Lender takes or fails to take
          under this Agreement.

          OBLIGATIONS OF GRANTOR.  Grantor warrants and covenants to Lender
          as follows:

               Perfection of Security Interest.  Grantor agrees to execute 
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               such financing statements and to take whatever other actions
               are requested by Lender to perfect and continue Lender's
               security interest in the Collateral.  Upon request of
               Lender, Grantor will deliver to Lender any and all of the
               documents evidencing or constituting the Collateral, and
               Grantor will note Lender's interest upon any and all chattel
               paper if not delivered to Lender for possession by Lender. 
               Grantor hereby appoints Lender as its irrevocable
               attorney-in-fact for the purpose of executing any documents
               necessary to perfect or to continue the security interest
               granted in this Agreement.  Lender may at any time, and
               without further authorization from Grantor, file a carbon,
               photographic or other reproduction of any financing
               statement or of this Agreement for use as a financing
               statement.  Grantor will reimburse Lender for all expenses
               for the perfection and the continuation of the perfection of
               Lender's security interest in the Collateral.  Grantor
               promptly will notify Lender before any change in Grantor's
               name including any change to the assumed business names of
               Grantor.  This is a continuing Security Agreement and will
               continue in effect even though all or any part of the
               Indebtedness is paid in full and even though for a period of
               time Borrower may not be indebted to Lender.

               No Violation.  The execution and delivery of this Agreement
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               will not violate any laws or agreement governing Grantor or
               to which Grantor is a party, and its certificate or articles
               of incorporation and bylaws or code of regulations do not
               prohibit any term or condition of this Agreement.

               Enforceability of Collateral.  To the extent the Collateral
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               consists of accounts, contract rights, chattel paper, or
               general intangibles, the Collateral is enforceable in
               accordance with its terms, is genuine, and complies with
               applicable laws concerning form, content and manner of
               preparation and execution, and all persons appearing to be
               obliged on the Collateral have authority and capacity to
               contract and are in fact obligated as they appear to be on
               the Collateral.  At the time any account becomes subject to
               a security interest in favor of Lender, the account shall be
               a good and valid account representing an undisputed, bona
               fide indebtedness incurred by the account debtor, for
               merchandise held subject to delivery instructions or
               theretofore shipped or delivered pursuant to a contract of
               sale, or for services theretofore performed by Grantor with
               or for the account debtor; there shall be no setoffs or
               counterclaims against any such account; and no agreement
               under which any deductions or discounts may be claimed shall
               have been made with the account debtor except those
               disclosed to Lender in writing.

               Location of the Collateral.  Grantor, upon request of 
               --------------------------
               Lender, will deliver to Lender in form satisfactory to
               Lender a schedule of real properties and Collateral
               locations relating to Grantor's operations, including
               without limitation the following: (a) all real property
               owned or being purchased by Grantor; (b) all real property
               being rented or leased by Grantor; (c) all storage
               facilities owned, rented, leased, or being used by Grantor;
               and (d) all other properties where Collateral is or may be
               located.  Except in the ordinary course of its business,
               Grantor shall not remove the Collateral from its existing
               locations without the prior written consent of Lender.

               Removal of Collateral.  Grantor shall keep the Collateral 
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               (or to the extent the Collateral consists of intangible
               property such as accounts, the records concerning the
               Collateral) at Grantor's address shown above, or at such
               other locations as are acceptable to Lender.  Except in the
               ordinary course of its business, including the sales of
               inventory, Grantor shall not remove the Collateral from its
               existing locations without the prior written consent of
               Lender.  To the extent that the Collateral consists of
               vehicles, or other titled property, Grantor shall not take
               or permit any action which would require application for
               certificates of title for the vehicles outside the State of
               Ohio, without the prior written consent of Lender.

               Transactions Involving Collateral.  Other than as expressly
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               provided in the Loan Agreement, except for inventory sold or
               accounts collected in the ordinary course of Grantor's
               business, Grantor shall not sell, offer to sell, or
               otherwise transfer or dispose of the Collateral.  While
               Grantor is not in default under this Agreement, Grantor may
               sell inventory, but only in the ordinary course of its
               business and only to buyers who qualify as a buyer in the
               ordinary course of business.  A sale in the ordinary course
               of Grantor's business does not include a transfer in partial
               or total satisfaction of a debt or any bulk sale.  Grantor
               shall not pledge, mortgage, encumber or otherwise permit the
               Collateral to be subject to any lien, security interest,
               encumbrance, or charge, other than the security interest
               provided for in this Agreement or under the Loan Agreement,
               without the prior written consent of Lender.  This includes
               security interests even if junior in right to the security
               interests granted under this Agreement.  Unless waived by
               Lender, all proceeds from any disposition of the Collateral
               (for whatever reason) shall be held in trust for Lender and
               shall not be commingled with any other funds; provided
               however, this requirement shall not constitute consent by
               Lender to any sale or other disposition.  Upon receipt,
               Grantor shall immediately deliver any such proceeds to
               Lender.

               Title.  Grantor represents and warrants to Lender that, 
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               except as otherwise provided expressly in the Loan
               Agreement, it holds good and marketable title to the
               Collateral, free and clear of all liens and encumbrances
               except for the lien granted pursuant to this Agreement.  No
               financing statement covering any of the Collateral is on
               file in any public office other than those which reflect the
               security interest created by this Agreement or to which
               Lender has specifically consented.  Grantor shall defend
               Lender's rights in the Collateral against the claims and
               demands of all other persons.

               Collateral Schedules and Locations.  As often as Lender 
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               shall require, and insofar as the Collateral consists of
               accounts and general intangibles, Grantor shall deliver to
               Lender schedules of such Collateral, including such
               information as Lender may require, including without
               limitation names and addresses of account debtors and agings
               of accounts and general intangibles.  Insofar as the
               Collateral consists of inventory and equipment, Grantor
               shall deliver to Lender, as often as Lender shall require,
               such lists, descriptions, and designations of such
               Collateral as Lender may require to identify the nature,
               extent, and location of such Collateral.  Such information
               shall be submitted for Grantor and each of its subsidiaries
               or related companies.

               Maintenance and Inspection of Collateral.  Grantor shall 
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               maintain all tangible Collateral in good condition and
               repair.  Grantor will not commit or permit damage to or
               destruction of the Collateral or any part of the Collateral. 
               Lender and its designated representatives and agents shall
               have the right at all reasonable times to examine, inspect,
               and audit the Collateral wherever located.  Subject to the
               limitations set forth in the Loan Agreement, Grantor shall
               immediately notify Lender of all cases involving the return,
               rejection, repossession, loss or damage of or to any
               Collateral; of any request for credit or adjustment or of
               any other dispute arising with respect to the Collateral;
               and generally of all happenings and events affecting the
               Collateral or the value or the amount of the Collateral.

               Taxes, Assessments and Liens.  Grantor will pay when due all
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               taxes, assessments and liens upon the Collateral, its use or
               operation, upon this Agreement, upon any promissory note or
               notes evidencing the Indebtedness, or upon any of the other
               Related Documents.  Grantor may withhold any such payment or
               may elect to contest any lien if Grantor is in good faith
               conducting an appropriate proceeding to contest the
               obligation to pay and so long as Lender's interest in the
               Collateral is not jeopardized in Lender's sole opinion.  If
               the Collateral is subjected to a lien which is not
               discharged within fifteen (15) days, Grantor shall deposit
               with Lender cash, a sufficient corporate surety bond or
               other security satisfactory to Lender in an amount adequate
               to provide for the discharge of the lien plus any interest,
               costs, attorneys' fees or other charges that could accrue as
               a result of foreclosure or sale of the Collateral.  In any
               contest Grantor shall defend itself and Lender and shall
               satisfy any final adverse judgment before enforcement
               against the Collateral.  Grantor shall name Lender as an
               additional obligee under any surety bond furnished in the
               contest proceedings.

               Compliance With Governmental Requirements.  Grantor shall 
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               comply promptly with all laws, ordinances, rules and
               regulations of all governmental authorities, now or
               hereafter in effect, applicable to the ownership,
               production, disposition, or use of the Collateral.  Grantor
               may contest in good faith any such law, ordinance or
               regulation and withhold compliance during any proceeding,
               including appropriate appeals, so long as Lender's interest
               in the Collateral, in Lender's opinion, is not jeopardized.

               Hazardous Substances.  Grantor represents and warrants that
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               the Collateral never has been, and never will be so long as
               this Agreement remains a lien on the Collateral, used for
               the generation, manufacture, storage, transportation,
               treatment, disposal, release or threatened release of any
               hazardous waste or substance, as those terms are defined in
               the Comprehensive Environmental Response, Compensation, and
               Liability Act of 1980, as amended, 42 U.S.C. Section 9601,
               et seq. ("CERCLA"), the Superfund Amendments and
               Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"),
               the Hazardous Materials Transportation Act, 49 U.S.C.
               Section 1801, et seq., the Resource Conservation and
               Recovery Act, 49 U.S.C. Section 6901, et seq., or other
               applicable state or Federal laws, rules, or regulations
               adopted pursuant to any of the foregoing.  The terms
               "HAZARDOUS WASTE" and "HAZARDOUS SUBSTANCE" shall also 
               include, without limitation, petroleum and petroleum
               by-products or any fraction thereof and asbestos.  The
               representations and warranties contained herein are based on
               Grantor's due diligence in investigating the Collateral for
               hazardous wastes and substances.  Grantor hereby
               (a) releases and waives any future claims against Lender for
               indemnity or contribution in the event Grantor becomes
               liable for cleanup or other costs under any such laws, and
               (b) agrees to indemnify and hold harmless Lender against any
               and all claims and losses resulting from a breach of this
               provision of this Agreement.  This obligation to indemnify
               shall survive the payment of the Indebtedness and the
               satisfaction of this Agreement.

               Maintenance of Casualty Insurance.  Grantor shall procure 
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               and maintain all risks insurance, including without
               limitation fire, theft and liability coverage together with
               such other insurance as Lender may require with respect to
               the Collateral, in form, amounts, coverages and basis
               reasonably acceptable to Lender and issued by a company or
               companies reasonably acceptable to Lender.  Grantor, upon
               request of Lender, will deliver to Lender from time to time
               the policies or certificates of insurance in form
               satisfactory to Lender, including stipulations that coverage
               will not be canceled or diminished without at least ten (10)
               days' prior written notice to Lender and not including any
               disclaimer of the insurer's liability for failure to give
               such a notice.  Each insurance policy also shall include an
               endorsement providing that coverage in favor of Lender will
               not be impaired in any way by any act, omission or default
               of Grantor or any other person.  In connection with all
               policies covering assets in which Lender holds or is offered
               a security interest, Grantor will provide Lender with such
               loss payable or other endorsements as Lender may require. 
               If Grantor at any time fails to obtain or maintain any
               insurance as required under this Agreement, Lender may (but
               shall not be obligated to) obtain such insurance as Lender
               deems appropriate, including if it so chooses "single
               interest insurance," which will cover only Lender's interest
               in the Collateral.

               Application of Insurance Proceeds.  Grantor shall promptly 
               ---------------------------------
               notify Lender of any loss or damage to the Collateral. 
               Lender may make proof of loss if Grantor fails to do so
               within fifteen (15) days of the casualty.  All proceeds of
               any insurance on the Collateral, including accrued proceeds
               thereon, shall be held by Lender as part of the Collateral. 
               If Lender consents to repair or replacement of the damaged
               or destroyed Collateral, which consent shall not be
               unreasonably withheld, Lender shall, upon satisfactory proof
               of expenditure, pay or reimburse Grantor from the proceeds
               for the reasonable cost of repair or restoration.  If Lender
               does not consent to repair or replacement of the Collateral,
               Lender shall retain a sufficient amount of the proceeds to
               pay all of the Indebtedness, and shall pay the balance to
               Grantor.  Any proceeds which have not been disbursed within
               six (6) months after their receipt and which Grantor has not
               committed to the repair or restoration of the Collateral
               shall be used to prepay the Indebtedness.

               Insurance Reports.  Grantor, upon request of Lender, shall 
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               furnish to Lender reports on each existing policy of
               insurance showing such information as Lender may reasonably
               request including the following:  (a) the name of the
               insurer; (b) the risks insured; (c) the amount of the
               policy; (d) the property insured; (e) the then current value
               on the basis of which insurance has been obtained and the
               manner of determining that value; and (f) the expiration
               date of the policy.  In addition, Grantor shall upon request
               by Lender (however not more often than annually) have an
               independent appraiser satisfactory to Lender determine, as
               applicable, the cash value or replacement cost of the
               Collateral.

          GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS.  Until
          default and except as otherwise provided below with respect to
          accounts, Grantor may have possession of the tangible personal
          property and beneficial use of all the Collateral and may use it
          in any lawful manner not inconsistent with this Agreement or the
          Related Documents, provided that Grantor's right to possession
          and beneficial use shall not apply to any Collateral where
          possession of the Collateral by Lender is required by law to
          perfect Lender's security interest in such Collateral.  Until
          otherwise notified by Lender, Grantor may collect any of the
          Collateral consisting of accounts.  At any time and even though
          no Event of Default exists, Lender may exercise its rights to
          collect the accounts and to notify account debtors to make
          payments directly to Lender for application to the Indebtedness. 
          If Lender at any time has possession of any Collateral, whether
          before or after an Event of Default, Lender shall be deemed to
          have exercised reasonable care in the custody and preservation of
          the Collateral if Lender takes such action for that purpose as
          Grantor shall request or as Lender, in Lender's sole discretion,
          shall deem appropriate under the circumstances, but failure to
          honor any request by Grantor shall not of itself be deemed to be
          a failure to exercise reasonable care.  Lender shall not be
          required to take any steps necessary to preserve any rights in
          the Collateral against prior parties, nor to protect, preserve or
          maintain any security interest given to secure the Indebtedness.

          EXPENDITURE BY LENDER.  If not discharged or paid when due,
          Lender may (but shall not be obligated to) discharge or pay any
          amounts required to be discharged or paid by Grantor under this
          Agreement, including without limitation all taxes, liens,
          security interests, encumbrances, and other claims, at any time
          levied or placed on the Collateral.  Lender also may (but shall
          not be obligated to) pay all costs for insuring, maintaining and
          preserving the Collateral.  All such expenditures incurred or
          paid by Lender for such purposes will then bear interest at the
          rate charged under the Note from the date incurred or paid by
          Lender to the date of repayment by Grantor.  All such expenses
          shall become a part of the Indebtedness and, at Lender's option,
          will (a) be payable on demand, (b) be added to the balance of the
          Note and be apportioned among and be payable with any installment
          payments to become due during either (i) the term of any
          applicable insurance policy or (ii) the remaining terms of the
          Note, or (c) be treated as a balloon payment which will be due
          and payable at the Note's maturity.  This Agreement also will
          secure payment of these amounts.  Such right shall be in addition
          to all other rights and remedies to which Lender may be entitled
          upon the occurrence of an Event of Default.

          EVENTS OF DEFAULT.  Each of the following shall constitute an
          Event of Default under this Agreement:

               Default on Indebtedness.  Failure of Borrower to make any 
               -----------------------
               payment when due on the Indebtedness as provided in the Note
               and the Loan Agreement.

               Other Defaults.  Failure of Grantor or Borrower to comply 
               --------------
               with or to perform any other term, obligation, covenant or
               condition contained in this Agreement or in the Loan
               Agreement or any of the Related Documents.

               Insolvency.  The dissolution or termination of Grantor or 
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               Borrower's existence as a going business, the insolvency of
               Grantor or Borrower, the appointment of a receiver for any
               part of Grantor or Borrower's property, any assignment for
               the benefit of creditors, any type of creditor workout, or
               the commencement of any proceeding under any bankruptcy or
               insolvency laws by or against Grantor or Borrower.

               Creditor or Forfeiture Proceedings.  Commencement of 
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               foreclosure or forfeiture proceedings, whether by judicial
               proceeding, self-help, repossession or any other method, by
               any creditor of Grantor or Borrower or by any governmental
               agency against the Collateral or any other collateral
               securing the Indebtedness.  This includes a garnishment of
               any of Grantor or Borrower's deposit accounts with Lender. 
               However, this Event of Default shall not apply if there is a
               good faith dispute by Grantor or Borrower as to the validity
               or reasonableness of the claim which is the basis of the
               creditor or forfeiture proceeding and if Grantor or Borrower
               gives Lender written notice of the creditor or forfeiture
               proceeding and deposits with Lender monies or a surety bond
               for the creditor or forfeiture proceeding, in an amount
               determined by Lender, in its sole discretion, as being an
               adequate reserve or bond for the dispute.

               Events Affecting Guarantor.  Any of the preceding events 
               --------------------------
               occurs with respect to any Guarantor of any of the
               Indebtedness or such Guarantor dies or becomes incompetent. 
               Lender, at its option, may, but shall not be required to,
               permit the Guarantor's estate to assume unconditionally the
               obligations arising under the guaranty in a manner
               satisfactory to Lender, and, in doing so, cure the Event of
               Default.

               Insecurity.  Lender, in good faith, deems itself insecure.
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          RIGHTS AND REMEDIES ON DEFAULT.  If an Event of Default occurs
          under this Agreement, at any time thereafter, Lender shall have
          all the rights of a secured party under the Ohio Uniform
          Commercial Code and shall have all the rights and remedies
          provided under the Loan Agreement and the Related Documents.  In
          addition and without limitation, Lender may exercise any one or
          more of the following rights and remedies:

               Assemble Collateral.  Lender may require Grantor to deliver
               -------------------
               to Lender all or any portion of the Collateral and any and
               all certificates of title and other documents relating to
               the Collateral.  Lender may require Grantor to assemble the
               Collateral and make it available to Lender at a place to be
               designated by Lender.  Lender also shall have full power to
               enter upon the property of Grantor to take possession of and
               remove the Collateral.  If the Collateral contains other
               goods not covered by this Agreement at the time of
               repossession, Grantor agrees Lender may take such other
               goods, provided that Lender makes reasonable efforts to
               return them to Grantor after repossession.

               Sell the Collateral.  Lender shall have full power to sell,
               -------------------
               lease, transfer, or otherwise deal with the Collateral or
               proceeds thereof in its own name or that of Grantor.  Lender
               may sell the Collateral at public auction or private sale. 
               Unless the Collateral threatens to decline speedily in value
               or is of a type customarily sold on a recognized market,
               Lender will give Grantor reasonable notice of the time after
               which any private sale or any other intended disposition of
               the Collateral is to be made.  The requirements of
               reasonable notice shall be met if such notice is given at
               least ten (10) days before the time of the sale or
               disposition.  All expenses relating to the disposition of
               the Collateral, including without limitation the expenses of
               retaking, holding, insuring, preparing for sale and selling
               the Collateral, shall become a part of the Indebtedness
               secured by this Agreement and shall be payable on demand,
               with interest at the Note rate from date of expenditure
               until repaid.

               Appoint Receiver.  To the extent permitted by applicable 
               ----------------
               law, Lender shall have the following rights and remedies
               regarding the appointment of a receiver:  (a) Lender may
               have a receiver appointed as a matter of right, (b) the
               receiver may be an employee of Lender and may serve without
               bond, and (c) all fees of the receiver and his or her
               attorney shall become part of the Indebtedness secured by
               this Agreement and shall be payable on demand, with interest
               at the Note rate from date of expenditure until repaid.

               Collect Revenues, Apply Accounts.  Lender, either itself or
               --------------------------------
               through a receiver, may collect the payments, rents, income,
               and revenues from the Collateral.  Lender may at any time in
               its discretion transfer any Collateral into its own name or
               that of its nominee and receive the payments, rents, income,
               and revenues therefrom and hold the same as security for the
               Indebtedness or apply it to payment of the Indebtedness in
               such order of preference as Lender may determine.  Insofar
               as the Collateral consists of accounts, general intangibles,
               insurance policies, instruments, chattel paper, choses in
               action, or similar property, Lender may demand, collect,
               receipt for, settle, compromise, adjust, sue for, foreclose,
               or realize on the Collateral as Lender may determine,
               whether or not Indebtedness or Collateral is then due.  For
               these purposes, Lender may, on behalf of and in the name of
               Grantor, receive, open and dispose of mail addressed to
               Grantor; change any address to which mail and payments are
               to be sent; and endorse notes, checks, drafts, money orders,
               documents of title, instruments and items pertaining to
               payment, shipment, or storage of any Collateral.  To
               facilitate collection, Lender may notify account debtors and
               obligors on any Collateral to make payments directly to
               Lender.

               Obtain Deficiency.  If Lender chooses to sell any or all of
               -----------------
               the Collateral, Lender may obtain a judgment against
               Borrower for any deficiency remaining on the Indebtedness
               due to Lender after application of all amounts received from
               the exercise of the rights provided in this Agreement. 
               Borrower shall be liable for a deficiency even if the
               transaction described in this subsection is a sale of
               accounts or chattel paper.

               Other Rights and Remedies.  Lender shall have all the rights
               -------------------------
               and remedies of a secured creditor under the provisions of
               the Uniform Commercial Code, as may be amended from time to
               time.  In addition, Lender shall have and may exercise any
               or all other rights and remedies it may have available at
               law, in equity, or otherwise.

               Cumulative Remedies.  All of Lender's rights and remedies, 
               -------------------
               whether evidenced by this Agreement or the Related Documents
               or by any other writing, shall be cumulative and may be
               exercised singularly or concurrently.  Election by Lender to
               pursue any remedy shall not exclude pursuit of any other
               remedy, and an election to make expenditures or to take
               action to perform an obligation of Grantor or Borrower under
               this Agreement, after Grantor or Borrower's failure to
               perform, shall not affect Lender's right to declare and to
               exercise its remedies.

          MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions
          are a part of this Agreement.

               Amendments.  This Agreement, together with any Related 
               ----------
               Documents, constitutes the entire understanding and
               agreement of the parties as to the matters set forth in this
               Agreement.  No alteration of or amendment to this Agreement
               shall be effective unless given in writing and signed by the
               party or parties sought to be charged or bound by the
               alteration or amendment.

               Applicable Law.  This Agreement has been delivered to Lender
               --------------
               and accepted by Lender in the State of Ohio.  If there is a
               lawsuit, Grantor and Borrower agree upon Lender's request to
               submit to the jurisdiction of the courts of Summit County,
               State of Ohio.  This Agreement shall be governed by and
               construed in accordance with the laws of the State of Ohio.

               Attorneys' Fees; Expenses.  Grantor and Borrower agree to 
               -------------------------
               pay upon demand all of Lender's costs and expenses,
               including attorneys' fees and Lender's legal expenses,
               incurred in connection with the enforcement of this
               Agreement.  Lender may pay someone else to help enforce this
               Agreement, and Grantor and Borrower shall pay the costs and
               expenses of such enforcement.  Costs and expenses include
               Lender's attorneys' fees and legal expenses whether or not
               there is a lawsuit, including attorneys' fees and legal
               expenses for bankruptcy proceedings (and including efforts
               to modify or vacate any automatic stay or injunction),
               appeals, and any anticipated post-judgment collection
               services.  Grantor and Borrower also shall pay all court
               costs and such additional fees as may be directed by the
               court.

               Caption Headings.  Caption headings in this Agreement are 
               ----------------
               for convenience purposes only and are not to be used to
               interpret or define the provisions of this Agreement.

               Multiple Parties; Corporate Authority.  All obligations of 
               -------------------------------------
               Grantor and Borrower under this Agreement shall be joint and
               several, and all references to Borrower shall mean each and
               every Borrower, and all references to Grantor shall mean
               each and every Grantor.  This means that each of the persons
               signing below as Borrower or Grantor is responsible for ALL
               obligations in this Agreement.

               Notices.  All notices required to be given under this 
               -------
               Agreement shall be given in writing and in the manner
               provided in the Loan Agreement.  To the extent permitted by
               applicable law, if there is more than one Grantor, notice to
               any Grantor or Borrower will constitute notice to all
               Grantor and Borrowers.  For notice purposes, Grantor or
               Borrower agrees to keep Lender informed at all times of
               Grantor or Borrower's current address(es).

               Power of Attorney.  Grantor hereby appoints Lender as its 
               -----------------
               true and lawful attorney-in-fact, irrevocably, with full
               power of substitution to do the following:  (a) to demand,
               collect, receive, receipt for, sue and recover all sums of
               money or other property which may now or hereafter become
               due, owing or payable from the Collateral; (b) to execute,
               sign and endorse any and all claims, instruments, receipts,
               checks, drafts or warrants issued in payment for the
               Collateral; (c) to settle or compromise any and all claims
               arising under the Collateral, and, in the place and stead of
               Grantor, to execute and deliver its release and settlement
               for the claim; and (d) to file any claim or claims or to
               take any action or institute or take part in any
               proceedings, either in its own name or in the name of
               Grantor, or otherwise, which in the discretion of Lender may
               seem to be necessary or advisable.  This power is given as
               security for the Indebtedness, and the authority hereby
               conferred is and shall be irrevocable and shall remain in
               full force and effect until renounced by Lender.

               Severability.  If a court of competent jurisdiction finds 
               ------------
               any provision of this Agreement to be invalid or
               unenforceable as to any person or circumstance, such finding
               shall not render that provision invalid or unenforceable as
               to any other persons or circumstances.  If feasible, any
               such offending provision shall be deemed to be modified to
               be within the limits of enforceability or validity; however,
               if the offending provision cannot be so modified, it shall
               be stricken and all other provisions of this Agreement in
               all other respects shall remain valid and enforceable.

               Successor Interests.  Subject to the limitations set forth 
               -------------------
               above on transfer of the Collateral, this Agreement shall be
               binding upon and inure to the benefit of the parties, their
               successors and assigns.

               Waiver.  Lender shall not be deemed to have waived any 
               ------
               rights under this Agreement unless such waiver is given in
               writing and signed by Lender.  No delay or omission on the
               part of Lender in exercising any right shall operate as a
               waiver of such right or any other right.  A waiver by Lender
               of a provision of this Agreement shall not prejudice or
               constitute a waiver of Lender's right otherwise to demand
               strict compliance with that provision or any other provision
               of this Agreement.  No prior waiver by Lender, nor any
               course of dealing between Lender and Grantor, shall
               constitute a waiver of any of Lender's rights or of any of
               Grantor's obligations as to any future transactions. 
               Whenever the consent of Lender is required under this
               Agreement, the granting of such consent by Lender in any
               instance shall not constitute continuing consent to
               subsequent instances where such consent is required and in
               all cases such consent may be granted or withheld in the
               sole discretion of Lender.

               BORROWER AND GRANTOR ACKNOWLEDGE HAVING READ ALL THE
          PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT, AND BORROWER
          AND GRANTOR AGREE TO ITS TERMS.  THIS AGREEMENT IS DATED AS OF
          FEBRUARY 28, 1997.


          BORROWER AND GRANTOR:

          Chempower, Inc.


          By:  /s/ Toomas J. Kukk
             ----------------------------------------
             Toomas J. Kukk, Chairman/President/CEO



          LENDER:

          First National Bank of Ohio


          By:  /s/ Nicholas V. Browning 
             ----------------------------------------
             Nicholas V. Browning, Vice President